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                                                                    Exhibit 10.8



                              AMENDMENT NO. 1 TO
               AMENDED AND RESTATED EMPLOYMENT, CONFIDENTIALITY,
                    NON-COMPETITION AND SEVERANCE AGREEMENT
                    ---------------------------------------

                  THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT,
CONFIDENTIALITY, NON-COMPETITION AND SEVERANCE AGREEMENT (this "Amendment"),
dated as of May 15, 2000, is made and entered into by and between
AmericasDoctor.com, Inc., a Delaware corporation (the "Company"), and Steven M.
Rauscher ("Executive").

                  WHEREAS, the Company and the Executive have previously entered
into that certain Amended and Restated Employment, Confidentiality,
Non-Competition and Severance Agreement, dated as of January 6, 2000 (the
"Agreement"); and

                  WHEREAS, the Company and Executive each desires to amend the
provisions of the Agreement as provided in paragraph 2 of this Amendment.

                  NOW, THEREFORE, the Company and the Executive agree as
follows:

                  1.     Definitions. Terms used with initial capitals but not
                         -----------
defined in this Amendment are used as defined in the Agreement.

                  2.     Amendments to Agreement. Section 9(a)(iii) of the
                         -----------------------
Agreement is hereby amended and restated to read in its entirety as follows:

                  "(iii) notwithstanding anything to the contrary in the
                  Executive's stock option agreement(s) or certificate(s) or in
                  the stock option plan(s) under which Executive's stock options
                  were granted, (A) a number of Executive's stock options
                  granted on or prior to the date of this Agreement (but not any
                  stock options granted after the date of this Agreement) that
                  would have vested during the one-year period following the
                  date of Involuntary Termination shall immediately become
                  vested and exercisable, (B) Executive shall have the right to
                  exercise any and all vested stock options granted on or prior
                  to the date of this Agreement at any time no later than 90
                  days after the expiration of the Payment Period (C) all of
                  Executive's stock options granted after the date of this
                  Agreement shall cease to vest on the date of the Involuntary
                  Termination and (D) Executive shall have the right to exercise
                  any and all vested stock options granted after the date of
                  this Agreement at any time not later than 90 days after the
                  date of the Involuntary Termination."

                  2.     No Other Amendment; Waiver. In no event shall this
                         --------------------------
Amendment constitute the amendment of any provision of the Agreement other than
as set forth in Section 1 above, nor shall it constitute any waiver of any of
the Company's or Executive's other rights thereunder.
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                  3.     Counterparts. This Amendment may be executed in any
                         ------------
number of counterparts, each of which when so executed and delivered shall be
deemed an original, and such counterparts together shall constitute one
instrument.

                  4.     Governing Law; Successors and Assigns. This Amendment
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is governed by, and be construed and enforced in accordance with, the internal
laws of the State of Illinois and shall be binding upon the Company and the
Executive and their respective successors and assigns.




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          IN WITNESS WHEREOF, the Company and the Executive have executed this
Amendment as of the date first above written.


                                      AMERICASDOCTOR.COM, INC.


                                           /s/ David R. Adamoli
                                      ------------------------------------------
                                      By:  David R. Adamoli
                                      Its: Chief Financial Officer and Secretary



                                      /s/ Steven M. Rauscher
                                      ------------------------------------------
                                      Steven M. Rauscher